UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Championship Auto Racing Teams, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 38-3389456
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
5350 Lakeview Parkway South Drive, Indianapolis, Indiana 46268
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(Address of principal executive offices, with zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Common Stock, $.01 par value per share New York Stock Exchange
Rights to Purchase Common Stock New York Stock Exchange
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant
to General Instruction A.(c), check the following box. [ X ]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant
to General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates: __________(if applicable). [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
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(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Reference is hereby made to Registrant's Registration Statement on Form
S-1 (file No. 333-43141), as filed with the Securities and Exchange
Commission on December 23, 1997, as amended, and particularly to the
descriptions of the Rights Agreement set forth under the caption
"Description of Capital Stock--Rights Agreement" beginning on page 49
thereof. Such Registration Statement, as amended, is hereby
incorporated by reference herein.
The Rights Agreement has been amended and restated to modify the
definition of "Acquiring Persons" to permit Gerald R. Forsythe and his
Affiliates and Associates to acquire up to 3,664,782 Common Shares of
the Company; provided that Mr. Forsythe complies with the terms and
conditions of certain letter agreements with the Company dated
September 11, 2002 and October 16, 2002, which restricts Mr. Forsythe's
rights to vote on, and dispose of, Common Shares of the Company he
beneficially owns in excess of 2,205,000, in a Strategic Transaction.
ITEM 2. EXHIBITS.
List below all exhibits filed as a part of the registration statement:
The following exhibits are filed with this Registration Statement on
Form 8-A pursuant to the requirements of Section 12(b) of the
Securities Exchange Act of 1934:
1. Rights Agreement, dated as of March 3, 1998, between Championship
Auto Racing Teams, Inc. and Norwest Bank Minnesota, National
Association, including the form of Rights Certificate (and form of
assignment relating thereto) and the Summary of Rights attached thereto
as Exhibits A and B, respectively, incorporated by reference to Exhibit
1 to the Form 8-A/A of the Company (file no. 1-13925).
2. Amended and Restated Rights Agreement dated October 16, 2002 between
Championship Auto Racing Teams, Inc. and Wells Fargo Minnesota, N.A.,
as Rights Agent, including Exhibits A, B and C (filed herewith).
3. Registration Statement on Form S-1 dated December 23, 1997, filed
with the Securities and Exchange Commission, as amended.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
CHAMPIONSHIP AUTO RACING TEAMS, INC.
Date: November 18, 2002 By: /s/ Thomas L. Carter
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Thomas L. Carter
Chief Financial Officer